Latin Metals Inc. — Proxy Solicitation & Information Statement 2025

Dec 18, 2025

LATIN METALS INC.

LATIN METALS INC.
320 Granville Street, Suite 870
Vancouver, British Columbia, V6C 1S9

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that pursuant to an order (the "Interim Order") of the Supreme Court of British Columbia (the "Court") dated December 11, 2025, a special meeting (the "Meeting") of the holders of common shares (the "Shareholders") of Latin Metals Inc. (the "Company" or "Latin Metals") will be held at 320 Granville Street, Suite 880, Vancouver, British Columbia at 9:30 a.m. (Pacific time) on January 14, 2026 for the following purposes:

1. to consider and, if thought advisable, to approve, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is attached as Appendix "A" to the accompanying management information circular (the "Circular"), approving an arrangement (the "Arrangement") under Part 9, Division 5 of the Business Corporations Act (British Columbia) (the "BCBCA") involving the Company, its shareholders and Latin Explore Inc. ("Latin Explore"), pursuant to which, among other things, the Company's shareholders will receive shares of Latin Explore, all as more particularly described in the Circular;

2. to consider and, if thought advisable, to approve, with or without variation, an ordinary resolution (the "Latin Explore Share Exchange Resolution"), the full text of which is attached as Appendix "A" to the accompanying Circular, approving a share exchange between Latin Explore and shareholders of 1559749 B.C. Ltd. ("Finco"), in accordance with and subject to the terms of a share exchange agreement to be entered into by Latin Explore, Finco and shareholders of Finco, pursuant to which, among other things, Latin Explore will acquire all of the issued and outstanding common shares of Finco from the Finco shareholders in exchange for shares of Latin Explore, all as more particularly described in the Circular;

3. to consider and, if thought advisable, to approve, with or without variation, an ordinary resolution (the "Latin Explore Incentive Plan Resolution"), the full text of which is attached as Appendix "A" to the accompanying Circular, approving the implementation of an omnibus share incentive plan for Latin Explore, subject to regulatory approval, all as more particularly described in the Circular; and

4. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the foregoing matters to be put before the Meeting are set forth in the Circular.

After thorough review and analysis, the board of directors of Latin Metals (the "Board") has adopted the recommendation of a committee of independent directors (the "Special Committee") that the Arrangement is in the best interests of Latin Metals and that the Arrangement is fair from a financial point of view to the Shareholders. THE BOARD HAS UNANIMOUSLY APPROVED THE TERMS OF THE ARRANGEMENT AND RECOMMENDS THAT YOU VOTE IN FAVOUR OF THE ARRANGEMENT, THE SHARE EXCHANGE AND THE IMPLEMENTATION OF THE LATIN EXPLORE INCENTIVE PLAN AT THE MEETING FOR THE REASONS SET OUT IN THE ATTACHED CIRCULAR.

The Share Exchange is a condition to the completion of the Arrangement. Accordingly, if the Latin Explore Share Exchange Resolution is not approved by Shareholders at the Meeting, the Arrangement cannot be completed in accordance with its terms.

The Board has by resolution fixed the close of business on December 8, 2025 as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to notice of and to vote at the Meeting and any adjournment(s) thereof.

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Shareholders are encouraged to vote on the matters BEFORE the Meeting by proxy to ensure that their votes are properly counted. Those Shareholders who are unable to attend the Meeting are requested to read the notes to the enclosed form of proxy and then to complete, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular accompanying this notice.

Proxies to be used at the Meeting must be completed, dated, signed and returned to Computershare Trust Company of Canada, Proxy Department, at 320 Bay Street, 14th Floor, Toronto, Ontario, Canada, M5H 4A6 by 9:30 a.m. (Pacific time) on January 12, 2026, or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the date to which the Meeting is adjourned or postponed. Telephone voting can be completed at 1-866-732-8683, voting by fax can be sent to 1-866-249-7775 or 416-263-9524 and Internet voting can be completed at www.investorvote.com.

Non-Registered Shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

AND TAKE NOTICE that dissenting shareholders in respect of the proposed Arrangement are entitled to be paid the payout value of their shares in accordance with Section 238 of the BCBCA. Pursuant to the Interim Order (as defined in the Circular) of the Court dated December 11, 2025 and the BCBCA, a registered holder of common shares of the Company may until 5:00 p.m. (Pacific time) on the day which is two days immediately preceding the date of the Meeting give the Company a notice of dissent in the manner provided for in the Interim Order with respect to the Arrangement Resolution. As a result of giving a notice of dissent, a shareholder may, on receiving a notice of implementation of the Arrangement Resolution, require the Company to purchase all of the common shares held by such shareholder in respect of which the notice of dissent was given. These dissent rights are described in the Circular.

DATED at Vancouver, British Columbia, this 12th day of December, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Keith J. Henderson

Keith J. Henderson
President, Chief Executive Officer
and Director